ConocoPhillips Merger Completed

Friday, August 30, 2002

ConocoPhillips has completed the merger of Conoco Inc. and Phillips Petroleum Company, following clearance by the U.S. Federal Trade Commission earlier today. Shareholders of both companies and all U.S. and foreign regulatory authorities cleared the merger earlier this year.
ConocoPhillips is the third-largest integrated U.S. energy company. On a global basis, it is the sixth-largest publicly held energy company based on hydrocarbon reserves and production, and it is the fifth-largest global refiner.
ConocoPhillips has net proved reserves of 8.7 billion barrels of oil equivalent (BOE), daily oil and natural gas production of 1.7 million BOE, and a refining capacity of 2.6 million barrels per day, and has assets of $75 billion.
"Today marks the creation of a new international integrated major energy company, with the assets, talent, financial strength and technology needed to achieve superior results for all stakeholders," said Jim Mulva, president and chief executive officer of ConocoPhillips. "We possess a diversified global portfolio of legacy assets and growth projects, as well as a commitment to financial discipline and operating excellence. Delivering on our portfolio of organic opportunities, together with highgrading our investments and capturing synergies, will provide a high-quality earnings base that will drive shareholder value."
Each share of Phillips common stock has been converted into one share of ConocoPhillips common stock, and each share of Conoco common stock has been converted into 0.4677 of a share of ConocoPhillips common stock. Information regarding exchange of share certificates will be sent to former Phillips and Conoco shareholders as soon as practicable. Beginning September 3, ConocoPhillips' stock will be listed on the New York Stock Exchange under the symbol "COP".
"ConocoPhillips combines two successful energy industry pioneers into a global energy company that is focused on providing safe, clean and sustainable energy for the world and exceptional value for our shareholders," said Archie W. Dunham, chairman of the board of ConocoPhillips. "With skilled and dedicated employees, a strong balance sheet, upstream investment opportunities, and greater operational efficiency, ConocoPhillips is a tough new major competitor in the international petroleum industry."